Bark Park By-Laws
BY-LAWS OF THE BRYAN COUNTY BARK PARK, INC.
NAME AND OFFICES
1.1 Name. The name of this Corporation is BRYAN COUNTY BARK PARK ASSOCIATION, INC. hereinafter referred to as the “Organization” or as the “Corporation”.
1.2 Registered Office and Agent. The registered agent and the address of the initial registered office of the Corporation shall be WENDY NELSON BOLTON, 43 Miller Drive, Richmond Hill, Georgia 31324.
1.3 Other Offices. The Corporation may have offices at such place or places within or without the State of Georgia as the Board of Directors may from time to time appoint or the business of the corporation may require or make desirable.
PURPOSE, POLICIES AND LIMITATIONS
2.1 Purpose. The object and purpose of the Organization shall be to create and maintain a fenced in, off-leash dog park for the Richmond Hill area where well behaved dogs can run free and exercise in a clean, safe environment without endangering or annoying people, property or wildlife; be designed as a well maintained space which has no usage fee and is open to dog lovers, their families and friends in our community who are willing to uphold the park’s regulations; work to promote responsible dog ownership and the protection of our environment in support of the health and well-being of dogs and their owners through education and off-leash recreation; and be organized exclusively for charitable purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code and engage in any lawful business or activity related thereto.
2.2 Policies and Limitations. No part of the net earnings of the organization shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the purpose clause itself. No substantial part of the activities of the organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation except as permitted by Section 501(h) of the Code (or any corresponding provisions of any substantial federal tax laws if the organization Board of Directors elects such exceptions. The organization shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to, any candidate for public office. Notwithstanding any other provision of this document, the corporation shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from federal income tax under Section 501(c)(3) of the Code, or corresponding section of any future federal tax code, or (b) by an corporation, contributions to which are deductible under Section 170(c)(2) of the Code, or corresponding section of any future federal tax code. In the event of the dissolution of this organization, any funds remaining in the treasury after the payment of any outstanding debts shall be contributed to another 501(c)(3) organization.
MEMBERSHIP AND SUPPORTERS
3.1 The Organization has no members and no annual dues are required. Instead, regular annual supporters shall be encouraged to donate monetarily at suggested giving levels as determined by the Board of Directors.
4.1 Powers. The property and business of the organization shall be managed by its Board of Directors. In addition to the powers and authority by these By-Laws expressly conferred upon it, the Board of Directors may exercise all such powers of the corporation and do all such lawful acts and things as are not restricted by law, by the Articles of Incorporation or by these By-Laws.
4.2 Number of Directors. The Board of Directors shall consist of not less than three (3) members and not more than nine (9) members, the precise number to be fixed by resolution of the Board of Directors from time to time. Each director shall hold office until a qualified successor shall be elected, or until his earlier death, resignation, incapacity to serve or removal.
4.3 Terms of Office. Directors shall serve for a term of three (3) years and in such a manner that, when possible, approximately one-third of the full number shall be elected each year. No person shall serve as a Director for more than six (6) consecutive years unless a waiver is approved by a majority vote of the Board of Directors.
4.4 Vacancies. If any vacancy shall occur among the directors by reason of death, resignation, incapacity to serve, increase in the number of directors, or otherwise, the remaining directors shall continue to act, and such vacancies may be filled by a majority of the directors then in office, though less than a quorum.
4.5 Responsibilities. Each Director shall be encouraged to actively support the objectives of the Organization and to participate in fund-raising and organizational efforts of the Organization.
4.6 Involuntary Termination or Suspension of a Director. The Board of Directors, at any regular or special meeting, may suspend, expel or terminate a director for good cause. The Organization shall give written notice to the director subject to such action. Written notice may be given in person or by first-class or certified mail sent to the last address of the director shown on the Organization’s records. Such notice shall set forth the reasons for suspension, expulsion or termination and shall be given at least 15 days prior to the effective date of the proposed action. Such notice shall provide an opportunity for the director to be heard, orally or in writing, by the Board of Directors not less than five days before the effective date of the expulsion, suspension, or termination. A majority vote of the other directors shall be required to expel a director.
4.7 Compensation. All Directors serve without compensation with regard to their position on the Board.
5.1 Executive Committee.
(a) The Board of Directors may by resolution adopted by a majority of the entire Board, designate an Executive Committee of three or more directors. Each member of the Executive Committee shall hold office until the first meeting of the Board of Directors after the annual meeting of the Board of Directors next following his election and until his successor member of the Executive Committee is elected, or until his death, resignation or removal, or until he shall cease to be a director.
(b) During the intervals between the meetings of the Board of Directors, the Executive Committee may exercise all the powers of the Board of Directors in the management of the business affairs of the Organization, including all powers herein or in the Articles of Incorporation specifically granted to the Board of Directors, and may authorize the seal of the Corporation to be affixed to all papers which may require it; provided, however, that the Executive Committee shall not have the power to amend or repeal any resolution of the Board of Directors that by its terms shall not be subject to amendment or repeal by the Executive Committee, and the Executive Committee shall not have the authority of the Board of Directors in reference to (1) amending the Articles of Incorporation; (2) adopting a plan of merger or consolidation; (3) the sale, lease, exchange or other disposition of all or substantially all the property and assets of the Corporation; or (4) a voluntary dissolution of the Corporation or a revocation of any such voluntary dissolution.
(c) The Executive Committee shall meet from time to time on call of the President or of any two or more members of the Executive Committee. Meetings of the Executive Committee may be held at such place or places, within or without the State of Georgia, as the Executive Committee shall determine or as may be specified or fixed in the respective notices or waivers of such meetings. The Executive Committee may fix its own rules of procedure, including provision for notice of its meetings. It shall keep a record of its proceedings and shall report these proceedings to the Board of Directors at the meeting thereof held next after they have been taken, and all such proceedings shall be subject to revision or alteration by the Board of Directors except to the extent that action shall have been taken pursuant to or in reliance upon such proceedings prior to any such revision or alteration. The Executive Committee shall keep minutes on file of all meetings.
(d) The Executive Committee shall act by majority vote of its members.
(e) The Board of Directors, by resolution adopted in accordance with paragraph (a) of this section, may designate one or more directors as alternate members of any such committee, who may act in the place and stead of any absent member or members at any meeting of such committee.
5.2 Nominating Committee. The Nominating Committee of three (3) members shall be appointed by the Board of Directors at least three months prior to the election of the Officers and Directors. The Nominating Committee shall serve for a one year term or until a new Nominating Committee is appointed. The appointments shall be made from a list of current members of the Board of Directors. The President may not serve on the Nominating Committee as a member or an ex-officio member. The Nominating Committee shall entertain suggestions for Officers and Directors for the following year and propose candidates to be voted upon by the membership at the next Annual meeting designated as the meeting for holding elections. The Nominating Committee may also recommend to the Board candidates to fill unexpired terms that might occur during the year.
5.3 Other Committees. The President may appoint, with the approval of the Board, standing or special committees and chairman thereof as may be required from time to time to assist the Board. The chairman of each standing committee not already a Director shall serve as an ex-officio member of the Board of Directors without voting privileges.
MEETINGS OF THE BOARD OF DIRECTORS
6.1 Generally. Each newly elected Board of Directors shall meet at the place and time which shall have been determined, in accordance with the provisions of these By-Laws, for the holding of the regular meeting of the Board of Directors, or, if no place and time shall have been fixed for the holding of such meeting of the Board of Directors, or at such place and time as shall be fixed by the consent in writing of all the directors. In any case, no notice of such meeting to the newly elected directors shall be necessary in order legally to constitute the meeting.
6.2 Annual Meetings. An annual meeting of the Board of Directors may be held each year in March or at such other time and date as shall be determined by the Board of Directors for the purpose of electing officers and transacting such other business as may properly be brought before the meeting. The annual meeting need not be held unless one or more directors delivers a written notice to the Corporation requesting a meeting at least 30 days before the meeting date as set forth above.
6.3 Regular Meetings. Regular meetings of the Board of Directors may be held at such time and place within or without the State of Georgia as shall from time to time be determined by the Board of Directors.
6.4 Special Meetings. Special meetings of the Board of Directors may be called by the President on not less than two days’ notice by mail, telegram, cablegram or personal delivery to each director and shall be called by the President or the Secretary in like manner and on like notice on the written request of any two or more directors. Any such special meeting shall be held at such time and place within or without the State of Georgia as shall be stated in the notice of meeting.
6.5 Attendance. Any Director having three (3) consecutive absences from regularly scheduled Board meetings may be removed from office by a written notice given by first class mail sent to the last address of the member shown on the corporation’s records, pursuant to action of either the Executive Committee or the Board of Directors in a meeting at which a quorum is present.
6.6 Notice. No notice of any meeting of the Board of Directors need state the purposes thereof.
6.7 Quorum. At all meetings of the Board of Directors, the presence of one-third of the authorized number of directors, but not less than two directors, shall be necessary and sufficient to constitute a quorum for the transaction of business. The act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by law, by the Articles of Incorporation or by these By-Laws. In the absence of a quorum, a majority of the directors present at any meeting may adjourn the meeting from time to time until a quorum is made. Notice of any adjourned meeting need only by given by announcement at the meeting at which the adjournment is taken.
7.1 Elections of Officers. The Board of Directors at its annual meeting shall elect the following officers: a President, one or more Vice‑Presidents (one of whom may be designated Executive Vice-President), a Secretary and a Treasurer. The Board of Directors at any time and from time to time may appoint such other officers as it shall deem necessary, including one or more Assistant Vice-Presidents, one or more Assistant Treasurers, and one or more Assistant Secretaries, who shall hold their offices for such terms as shall be determined by the Board of Directors and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors.
7.2 Officeholders. Any director may hold any two offices.
7.3 Vacancies. Each officer of the Corporation shall hold office until his successor is chosen or until his earlier resignation, death or removal, or the termination of his office. Any officer may be removed by the Board of Directors whenever in its judgment the best interests of the Corporation will be served thereby.
7.4 President. The President (also called Chairman of the Board) shall hold the position of chief executive officer of the Corporation and shall have general and active management of the business of the Corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect. The President shall be an ex officio member of all standing committees, unless otherwise provided in the resolution appointing the same. The President shall call meetings of the Board of Directors and the Executive Committee to order and shall act as chairman of such meetings. The President shall also have such powers and perform such duties as are specifically imposed by law and as may be assigned by the Board of Directors. Along with the Treasurer, the President shall sign all contracts and obligations authorized by the Board.
7.5 Vice-President. The Vice-President shall perform such duties as are generally performed by vice-presidents. The Vice-Presidents shall perform such other duties and exercise such other powers as the Board of Directors or the President shall request or delegate. The Assistant Vice‑President shall have such powers, and shall perform such duties, as may be prescribed from time to time by the Board of Directors or the President. In the absence of the President, the Vice-President shall perform the duties of the President.
7.6 Secretary. The Secretary shall attend all sessions of the Board of Directors and record all votes and the minutes of all proceedings in the books to be kept and maintained for that purpose and shall perform like duties for the standing committees when required. The Secretary shall give, or cause to be given, any notice required to be given of any meetings of the Board of Directors, and shall conduct the general correspondence of the Corporation and shall perform such other duties as may be prescribed by the Board of Directors or the President. The Assistant Secretary or Assistant Secretaries shall, in the absence or disability of the Secretary, shall perform the duties of the Secretary and exercise the Secretary powers and authority.
7.7 Treasurer. The Treasurer shall have charge of and be responsible for all funds, securities, receipts and disbursements of the Corporation, and shall deposit, or cause to be deposited, in the name of the Corporation, all monies or other valuable effects, in such banks, trust companies or other depositories as shall, from time to time, be selected by the Board of Directors; the Treasurer shall render to the President and to the Board of Directors at each regular meeting an account of the financial condition of the corporation, and in general, shall perform all the duties incident to the office of a Treasurer of a Corporation, and such other duties as may be assigned by the Board of Directors or the President.
7.8 Absence of Officer. In case of the absence of any officer of the Corporation, or for any other reason that the Board of Directors may deem sufficient, the Board of Directors may delegate, for the time being, any or all of the powers or duties of such officer to any officer or to any director.
8.1 Books and Records. The Board of Directors shall have power to determine which accounts and books of the Corporation, if any, shall be open to the inspection, except such as may by law be specifically open to inspection, and shall have power to fix reasonable rules and regulations not in conflict with the applicable law for the inspection of accounts and books which by law or by determination of the Board of Directors shall be open to inspection.
8.2 Fiscal Year. The fiscal year of the Corporation shall begin the first day of January and end on the thirty-first day of December.
8.3 Seal. The corporate seal shall be in such form as the Board of Directors may from time to time determine.
8.4 Audit. The accounts of the Treasurer shall be audited annually. By the time of its last regular meeting of the fiscal year, the Board shall determine whether the annual audit is to be conducted by an independent CPA or an Audit Committee.
8.5 Bonding. The Treasurer and the President may be bonded in the amount determined by the Board of Directors.
8.6 Annual Statements. Not later than four months after the close of each fiscal year, and in any case prior to the next annual meeting of the Board of Directors, the Corporation shall prepare:
(1) A statement of assets, liability and equity showing in reasonable detail the financial condition of the Corporation as of the close of its fiscal year, and
(2) A revenue and expenses statement showing the results of its operation during its fiscal year, and
(3) A budget of anticipated revenue and expenses for the coming year.
8.7 Separate Accounting for Certain Gifts. In the event funds are received and accepted with restrictive qualifications upon their expenditure, the Board of Directors shall comply with the terms and conditions that the donor may require and shall establish a special account, if needed, and provide a separate accounting of such funds.
8.8 Unbudgeted Expenditures. All expenditures over $100 which are unbudgeted require approval of the Executive Committee or the Board of Directors.
8.9 Appointment of Agents. The President or any Vice-President shall be authorized and empowered in the name and as the act and deed of the Corporation to name and appoint general and special agents, representatives and attorneys to represent the Corporation in the United States or in any foreign country or countries and to name and appoint attorneys and proxies to vote any shares of stock in any other corporation at any time owned or held of record by the Corporation, and to prescribe, limit and define the powers and duties of such agents, representatives, attorneys, and proxies and to make substitution, revocation or cancellation in whole or in part of any power or authority conferred on any such agent, representative, attorney or proxy. All powers of attorney or other instruments under which such agents, representatives, attorneys, or proxies shall be so named and appointed shall be signed and executed by the President or a Vice President, and the corporate seal shall be affixed thereto. Any substitution, revocation or cancellation shall be signed in like manner, provided always that any agent, representative, attorney or proxy when so authorized by the instrument appointing him may substitute or delegate his powers in whole or in part and revoke and cancel such substitutions or delegations. No special authorization by the Board of Directors shall be necessary in connection with the foregoing, but this by-law shall be deemed to constitute full and complete authority to the officers above designated to do all the acts and things as they deem necessary or incidental thereto or in connection therewith.
(a) Under the circumstances prescribed in paragraphs (c) and (d) of this section, the Corporation shall indemnify and hold harmless any person who was or is a party or is threatened to be made a party of any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than any action by or in the right of the Corporation) by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, and with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.
(b) Under the circumstances prescribed in paragraphs (c) and (d) of this section, the Corporation shall indemnify and hold harmless any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the Corporation, unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expense which the court shall deem proper.
(c) To the extent that a director, officer, employee or agent of a Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in paragraphs (a) and (b) of this section, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually reasonably incurred by him in connection therewith.
(d) Except as provided in paragraph (c) of this section and except as may be ordered by a court, any indemnification under paragraphs (a) and (b) of this section shall be made by Corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in paragraphs (a) and (b). Such determination shall be made (1) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (2) if such a quorum is not obtainable, or, even if obtainable, if a quorum of disinterested directors so directs, by the firm of independent legal counsel then employed by the Corporation, in a written opinion.
(e) Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized by the Board of Directors in the specific case upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the Corporation as authorized in this section.
(f) The indemnification provided by this section shall not be deemed exclusive of any other right to which the persons indemnified hereunder shall be entitled and shall inure to the benefit of the heirs, executors or administrators of such persons.
(g) The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this section.
(h) If any expenses or other amounts are paid by way of indemnification, otherwise than by court order or by an insurance carrier pursuant to insurance maintained by the Corporation, the Corporation shall, not later than the next annual meeting of the Board of Directors, unless such meeting is held within three months from the date of such payment, and, in any event, within fifteen months from the date of such payment sent by first class mail to its Directors of record, a statement specifying the persons paid, the amounts paid, and the nature and status at the time of such payment of the litigation or threatened litigation.
8.11 Incidental Expenses and Reimbursable Expenses. Each officer and director of the Corporation shall be required from time to time to bear personally incidental expenses related to their responsibilities as an officer and director. Each officer and director may also be reimbursed for normal, reasonable, non-incidental business expenses incurred in the conduct of their position or duties as authorized by the Board of Directors.
AMENDMENTS AND PARLIAMENTARY AUTHORITY
9.1 Amendment. The By-Laws of the Corporation as well as the Articles of Incorporation may be altered or amended by two-thirds vote at any regular or special meeting of the Board of Directors, but no amendment shall be in order at any meeting unless at least thirty (30) days previous notice of the nature of the proposed amendment is given to all Directors.
9.2 Parliamentary Authority. Robert’s Rules of Order, Newly Revised, shall be the parliamentary authority for all matters of procedures not specifically covered by the By-Laws or by special rules adopted by the Board.
9.3 Standing Rules. Standing rules may be adopted by a two-thirds vote if notice in writing is given at least three (3) days before the meeting at which action is taken.
10.1 Dissolution Clause. Upon the dissolution of the corporation, the Board of Directors shall, after paying or making provisions for the payment of all the liabilities of the corporation, dispose of all the assets of the corporation exclusively for the purposes of the corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under section 501 (c) (3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law), as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by the Court of Competent Jurisdiction of the county in which the principal office of the corporation is then located, exclusively for such, purposes or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for such purposes.
(END OF BY-LAWS)
Date of adoption: September 6, 2012
Revised: December 21, 2012